FedEx (NYSE: FDX) CFO Dietrich to depart as Claude Russ becomes interim finance chief

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FedEx Corporation announced that Executive Vice President and Chief Financial Officer John W. Dietrich will step down as CFO on June 1, 2026 and leave the company on July 31, 2026. The company states his departure is not due to any disagreement over financial controls, statements, operations, policies, or practices.

The Board appointed Claude F. Russ, currently Enterprise Vice President, Finance, as Interim Chief Financial Officer effective June 1, 2026. Russ will retain his existing responsibilities and receive additional compensation of $25,000 per month while serving as interim CFO plus a $50,000 restricted stock unit award vesting over three years, subject to continued service.

Insights

FedEx discloses an orderly CFO transition with an internal interim successor.

FedEx is managing a senior finance leadership change by announcing in advance that CFO John W. Dietrich will exit by July 31, 2026. The company explicitly notes his departure is not tied to disagreements about financial controls or reporting, which helps reduce concern about accounting issues.

The Board named experienced internal executive Claude F. Russ as interim CFO from June 1, 2026, while he keeps his Enterprise Vice President, Finance role. His added pay of $25,000 per month plus a $50,000 RSU grant is modest relative to large-company norms and is tied to additional duties and continued service. The overall disclosure suggests a planned transition while a broader internal and external search for a permanent successor proceeds.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

CFO step-down date: June 1, 2026 CFO departure date: July 31, 2026 Interim CFO monthly cash: $25,000 per month +3 more

6 metrics

CFO step-down date June 1, 2026 Date John W. Dietrich steps down as CFO

CFO departure date July 31, 2026 Date John W. Dietrich departs the company

Interim CFO monthly cash $25,000 per month Additional cash for Claude F. Russ while serving as interim CFO

Interim CFO RSU award $50,000 One-time special restricted stock unit grant to Claude F. Russ

RSU vesting period 3 years RSUs vest ratably over three years from grant date

Claude F. Russ age 50 Age of interim CFO Claude F. Russ

Key Terms

Emerging growth company, restricted stock units, Regulation S-K, separation and release agreement, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

restricted stock units financial

"a one-time special award of restricted stock units with a value of $50,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Regulation S-K regulatory

"not a party to any transaction subject to Item 404(a) of Regulation S-K"

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

separation and release agreement financial

"expect to enter into a separation and release agreement regarding compensation"

Interim Chief Financial Officer financial

"to serve as Interim Chief Financial Officer, effective June 1, 2026"

An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.

Understanding 8-K Material Events →

04/13/2026 - 04:06 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2026

FedEx Corporation

(Exact name of registrant as specified in its charter)

Commission File Number 1-15829

Delaware
(State or other jurisdiction of
incorporation)

62-1721435

(IRS Employer
Identification No.)

942 South Shady Grove Road, Memphis, Tennessee
(Address of principal executive offices)

38120
(ZIP Code)

Registrant’s telephone number, including area code: (901) 818-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FDX	New York Stock Exchange
1.625% Notes due 2027	FDX 27	New York Stock Exchange
0.450% Notes due 2029	FDX 29A	New York Stock Exchange
0.450% Notes due 2029	FDX 29B	New York Stock Exchange
1.300% Notes due 2031	FDX 31	New York Stock Exchange
1.300% Notes due 2031	FDX 31B	New York Stock Exchange
3.500% Notes due 2032	FDX 32	New York Stock Exchange
0.950% Notes due 2033	FDX 33	New York Stock Exchange
0.950% Notes due 2033	FDX 33A	New York Stock Exchange
4.125% Notes due 2037	FDX 37	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 13, 2026, FedEx Corporation (“FedEx” or the “Company”) announced that John W. Dietrich will step down as Executive Vice President and Chief Financial Officer on June 1, 2026, and will depart the Company on July 31, 2026. Mr. Dietrich’s departure is not the result of any disagreement with the Company with respect to any matter relating to the Company’s financial controls, financial statements, operations, policies, or practices. FedEx and Mr. Dietrich expect to enter into a separation and release agreement regarding compensation and other terms related to Mr. Dietrich’s departure. FedEx will file an amendment to this Form 8-K within four business days after this information is determined or becomes available.

The Company will conduct a comprehensive internal and external search for a permanent successor to Mr. Dietrich.

The Company also announced that the Company’s Board of Directors appointed Claude F. Russ, who currently serves as the Company’s Enterprise Vice President, Finance, to serve as Interim Chief Financial Officer, effective June 1, 2026. Mr. Russ will also continue to serve in his current role and retain his responsibilities while serving as Interim Chief Financial Officer.

Mr. Russ, age 50, has served as Enterprise Vice President, Finance, of FedEx since June 2024. He previously served as Corporate Vice President, Finance and Transformation, of FedEx from June 2023 through June 2024. From January 2021 through June 2023, he held various senior leadership positions at FedEx Dataworks, including President and Chief Executive Officer and Senior Vice President, Revenue Management. From 2002 to 2020, Mr. Russ held various positions with increasing responsibility across FedEx, Federal Express Corporation, FedEx Services, and FedEx Freight, including serving as Senior Vice President and Chief Financial Officer of FedEx Freight.

There is no family relationship between Mr. Russ and any director or executive officer of the Company, and Mr. Russ is not a party to any transaction subject to Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

In connection with Mr. Russ’s appointment as Interim Chief Financial Officer, the Company will provide Mr. Russ with the following additional compensation that is commensurate with his additional duties as Interim Chief Financial Officer: a cash payment of $25,000 per month for each month Mr. Russ serves in this capacity, and a one-time special award of restricted stock units with a value of $50,000, which will vest ratably over three years from the date of grant, subject to his continued service with the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FedEx Corporation

Date: April 13, 2026	By:	/s/Gina F. Adams
	Name:	Gina F. Adams
	Title:	Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership change did FedEx (FDX) announce in this Form 8-K?

FedEx announced that Executive Vice President and Chief Financial Officer John W. Dietrich will step down as CFO on June 1, 2026 and leave the company on July 31, 2026. The company says his departure is not due to any disagreement over financial or operational matters.

Who will serve as interim CFO of FedEx (FDX) after John W. Dietrich steps down?

FedEx’s Board appointed Claude F. Russ, currently Enterprise Vice President, Finance, as Interim Chief Financial Officer effective June 1, 2026. Russ will also retain his existing finance role and responsibilities while serving as interim CFO during the company’s search for a permanent successor.

How does FedEx describe the circumstances of CFO John W. Dietrich’s departure?

FedEx states that John W. Dietrich’s departure is not the result of any disagreement with the company regarding financial controls, financial statements, operations, policies, or practices. This language is intended to reassure investors there are no disclosed disputes over the company’s financial reporting.

What additional compensation will Claude F. Russ receive as FedEx’s interim CFO?

While serving as interim CFO, Claude F. Russ will receive an additional cash payment of $25,000 per month and a one-time special restricted stock unit award valued at $50,000. The restricted stock units will vest in equal installments over three years, conditioned on his continued service with FedEx.

Will FedEx (FDX) disclose further details about John W. Dietrich’s separation terms?

FedEx and John W. Dietrich expect to enter into a separation and release agreement covering compensation and other departure terms. The company states it will file an amendment to this Form 8-K within four business days after that information is determined or becomes available, providing more detail to investors.

Filing Exhibits & Attachments

4 documents

FedEx (NYSE: FDX) CFO Dietrich to depart as Claude Russ becomes interim finance chief

Rhea-AI Filing Summary

Positive

Negative